Spectacular Shadowcat
by annam8td
Summary: Strange girls come to Midtown High, and have an even stranger interest in Peter Parker. Likewise, two other figures are following Spiderman. Who are they and what do they want?
1. Exceptionally Gifted Students

A/N: After reading wikipedia and finding out there there was some sort of Shadowcat and Spiderman relationship in one of the comic book series, I figured I would try my hand at one of those stories. It's gonna be a crossover between Peter Parker of "The Spectacular Spiderman", and the version of Kitty Pryde from "Wolverine and the X-Men". This is also gonna be my first attempt at writing a story in chapter form (hopefully I'll stay interested in this story enough to keep writing), so bare with me please! Reviews are always appreciated and the amount I recieve will probably determine if I continue writing this story or not...

**Spectacular Shadowcat**

In one of the Midtown Magnet High School classrooms, Peter Parker sits front row center, his body twitching with excitement. Today is the day he has waited for for so long: today Professor Charles Xavier—renowned geneticist and headmaster of the Xavier Institute for Gifted Youngsters in upstate New York—is lecturing about the X-Gene. With his interests in biology and chemistry, Peter simply figured that attending this lecture would help broaden his scientific horizons.

In the back of his mind, Peter wondered about the X-Gene; it was rumored to be the cause of all sorts of mutations, most of which are unclear, though other rumors say that the X-Gene created extraordinary abilities within certain individuals, though none of these rumors had ever been confirmed. Peter thought of his own mutation—and the secret identity it gave him—and silently hoped that this lecture would give him some answers he needed.

"Hey Peter," Gwen Stacey greets, sitting in the desk beside him, pulling out a notebook. "You excited?" she asks, staring at Peter's twitching leg. Peter smiles and nods. "This is really the chance of a lifetime. I read that Charles Xavier never does public appearances 'cuz some think his research is controversial."

"I just can't believe that our biology teacher is giving us the day off to attend this," Gwen says in disbelief. "I feel sort of, you know, honored. But we're both good students, so missing one day of class won't be the end of the world." The door swings open, allowing Flash Thompson, Rand Robertson, Sally Avril and other random students to enter the room. "I wonder how they got out of class," Gwen whispers.

"Maybe they're all exceptionally gifted students as well," Peter responds sarcastically.

* * *

"What's wrong with the way I'm dressed?" Emma Frost asks her petit companion dryly. Kitty Pryde tosses her hair over her shoulder as the two walk through the halls of Midtown Magnet High School, holding a map of the school in front of her. "Oh nothing," she says, dismissing her tall blonde companion. _If you're a stripper_, the brunette adds silently. "I'm _not_ a stripper," the blonde says harshly. "And I'm dressed like you, so if there's something wrong with my outfit than there is clearly something wrong with yours," she rationalizes. Kitty sighs—the downside to working with a telepath is that none of your thoughts are private anymore.

Kitty stops in the hallway, examines her clothing; low-rise jeans, pink tube top that was only so long it covers her ribs, a cropped denim jacket with the sleeves rolled up to her elbows, and black sneakers. She glances at her tall blonde companion. Clad in tight white low-rise pants, a cleavage-enhancing white boustier (also barely covering her ribs), topped off with a white suit jacket and white stiletto boots, Emma Frost definitely earned herself the nickname "The White Queen".

"There's nothing wrong with my outfit, Emma, because I am dressed like most other seventeen year old girls," Kitty explains. "The outfit doesn't work for you because you're…what? 40?" She giggles, walking up a flight of stairs. Emma Frost stairs at Kitty's head as though trying to burn a hold through her skull, knowing that such an attempt would be useless; Kitty would just phase through in times of a scrimmage.

Kitty mentally pats herself on the back for accomplishing her goal of pissing Emma off. Due to the Spiderman sightings here in Midtown, as well as Kitty's thinking that he may be a mutant, she as Professor Xavier had planned to investigate local high school students, hoping to find who the man under the mask is, and try to recruit him to their Institute. Kitty had been looking forward to this assignment ever since Professor X agreed to take it on—being the youngest of the X-Men, Kitty felt as though she needed an opportunity to prove herself like all the others, and this was her moment. However, Professor Xavier and his coma forced Kitty to be partnered with Emma, rather than working alone or canceling the mission all together. While agreeing to work with Emma to save face, Kitty decided at that moment she would make the White Queen miserable.

Emma passes Kitty while they walk down the hallway at the top of the staircase. She had been reading Kitty's mind for entertainment as they walked up the stairs, discovered that Kitty would rather piss her off at every turn than work maturely alongside her. And, in truth, Emma would rather have worked on this project by herself, because she could find all information necessary by reading the minds of the students. What good was Kitty Pryde to this effort? All she can do is move through solid matter, and that in itself is pretty much useless. At the same time, Emma couldn't really blame Kitty for feeling the way she did. This was supposed to be Kitty's time to prove herself, and she was supposed to be working alongside her mentor Charles Xavier.

"I found the room," Emma announces to her companion. "Ready?" she asks, trying to be friendly.

"Since the day I came up with this plan," Kitty hisses, twisting the door handle and stomping into the room.


	2. The Entourage

When the door swings open, Peter bites his lower lip, trying to keep his inner "teenage girl shouting for her favorite boy band when they come on stage" squeal to himself. To him, Professor Xavier was one of his favorite scientists, aside from Dr. Connors, and a secret hero. His hopes were dashed to the floor when he saw two girls walk into the lecture room; one a slender teenage girl with auburn hair tumbling down her shoulders, and the other a slightly older blonde with a cold aura about her. A few rows up, Peter hears Flash Thompson make a remark about "science nerds having really attractive entourages", adding that puny Parker is never gonna have one of those. Peter laughs. Scientists with entourages, not likely.

"I'm guessing that neither of them is Professor Xavier," Gwen whispers to her friend, who watches the door close before letting out a very disappointed sigh.

The brunette takes a seat at one of the vacant desks in the front row, puts her feet up on the other. "No, they're not," Peter sadly responds, "I wonder where he is." The blonde leans over the desk she is provided with, giving the students ample view of her chest.

"Hello students," the blonde begins, her voice calm and with a hint of an English accent, "my name is Emma Frost. I regret to inform you that Professor Xavier is on sabbatical now, and he has asked me to take his place—" Peter's heart sinks, and the brunette in the front laughs quietly. Emma glares at her with her frosty blue eyes.

"And this lovely creature," she says sarcastically, gesturing towards the brunette, "is Kitty Pryde, one of Professor Xavier's students." Kitty looks around the room and gives a vague wave, crosses her arms over her chest, and glares at Emma through her whispy bangs.

"Moving on then," Emma says, ignoring the glare she's receiving. "I'm told that you were chosen to attend this lecture because you are the best of the best," she looks around the room, glances at Peter and Gwen, then focuses her eyes on the unruly group of jocks and cheerleaders, "whatever it is you may be good at. So I'll just give a quick overview of genetics concepts, and then we'll dive right into Professor Xavier's lesson."

Emma began explaining basic concepts, drawing diagrams on the white board in the various colored markers, giving rough overviews of normally complex concepts. Peter and Gwen sit back and relax, knowing these concepts like the back of their hands. Peter turns around to see his fellow classmates taking notes feverishly, sees Flash Thompson staring at the board with glazed eyes, sees Sally texting feverishly. _Yup_, he thinks, _exceptionally gifted students._

With Emma Frost's English voice in the background, Peter wonders why Professor Xavier is on leave now, when he had chosen to take on this lecture. And who is this Frost woman? Peter has never heard of her in any of the genetics journal's he's read, or any of the forums he looked at prior to this lecture. He looks at Kitty Pryde, and wonders why she is here. She seems uninterested—on the border of bored—with this lecture, and he's never heard of her either.

Peter sighs. A once in a lifetime opportunity turned into an average lecture, taught by a woman who has never thought of dressing professional, seeming to have no hopes of being taken seriously. _And she looks like a stripper._  
=====================================================================

After walking into the room, Kitty Pryde had been so annoyed with her companion that she now sits in a desk at the front of the room, picks a relaxing position to sit in, and chose to berate Emma. It would seem as though Kitty was just angry about the changed mission, but if you ask her, that's not the only other issue between the two. Not only does Kitty resent Emma for her newfound part in this assignment, but also because the White Queen had barged into the X-Mansion expecting to be accepted by the X-Men, of which the male portion was quite eager to do. Emma barged her way into the Mansion, and she had to take part in this.

Then Emma addressed her to the class. Kitty was stunned, and really didn't care about the mission at this point. She wanted to bother Emma more. She waved to the class half-heartedly, and glared at the back of the blonde's head. _If I were Scott, Emma's head would be blown clear off of her shoulders!_ _I bet her hair isn't even really blonde_, Kitty thinks loudly.

After thinking other rude and spiteful thoughts, (Emma has had a lot of surgeries, her voice is annoying as hell, etc) Kitty scolds herself. Professor Xavier would frown upon this type of behavior, and Logan would tell her to grow up. Maybe there's something to their hypothetical words of wisdom. Being outright mean to Emma wont get the assignment done, so it shouldn't be put in the forefront of her mind. _I'll just make fun of her from time to time so I don't lose my spunk_.  
=====================================================================

Emma stood at the front of the room, introduced herself and slightly embarrassed Kitty, ignoring the glare she was given. She has popped in the girl's mind, heard some hurtful things, but chose to interpret them as the ramblings of an angry girl and nothing more. Emma knew the truth; she _did_ have the best body money could buy, but no one else needed to know that. Emma glances around the room while explaining the principles of genetics, scanning the minds of other students. The blonde girl with glasses seemed to have her brain on autopilot, as did the brown haired boy next to her, thinking that they knew this information already.

Other students were repeating Emma's words in their minds as they feverishly write down notes. One football player has little brain activity, seeming to be asleep with his eyes open. The blonde cheerleader read her text messages and said her responses, which were, occasionally, comments about Emma's attire. _Insolent children,_ the telepath thinks to herself.

The mission in her mind is clear: tap into the minds of these students, hoping to find out any information about Spiderman. Maybe one of these kids knows what he is, where he frequents, knows about his strange abilities. Maybe one of them could actually be Spiderman. Then she would pass her information along to Kitty, who would take over the next portion of the mission.  
=====================================================================


	3. Seemingly Simple Questions

A/N: This next portion involves genetics, and I'm trying to use information that I remember from the class I took in high school. Seeing as how I've forgotten a lot, I'm also using Wikipedia (I know it's not the greatest of resources but I know it's gonna for common knowledge) so bare with me please .;; and if someone knows more about genetics than Wikipedia please say so, but don't be rude about it or expect my chapter to change…unless my information is really wrong. Then I'll change it to not look like a fool.

After Emma's droning on and on about the most basic of genetic concepts, Peter's interest is finally peaked by her mentioning of mutations. At that moment, Peter sat up in his desk, and Kitty moves down to the front of the room.

"Professor Xavier was going to introduce you all to the most common of mutations, and in his absence, I'm asking Kitty to explain them instead," Ms. Frost explains, sitting in the chair behind the desk while Kitty stands, commanding attention. Out of the corner of his eye, Peter notices a few of his classmates put down their pencils and sit back, feeling that they have nothing to learn from someone their own age.

"Alright, well, there are two main types of mutations," Kitty states. "Does anyone know what they are?" The room is silent, only Gwen and Peter raise their hands. Kitty leans against the desk at the front of the room, points at Gwen. "Yes. And can you say your names so I know how to address you further?"

"Oh, I'm Gwen Stacy," Gwen says, a little in shock that someone is asking her name. "The two main types of mutations are beneficial and harmful mutation." Kitty smiles, tells Gwen she's right. She then probes the class once more, asks for examples of each. The room is so quiet that Kitty can hear the frantic clicking of Sally Avril's cell-phone.

"Come on, guy," Kitty says in disbelief. "This is gonna be a long couple of hours if you don't try to participate. Anyone…beneficial or harmful mutation?" Again, the room is silent. Kitty sighs heavily, and Peter, taking sympathy on the lack of group involvement, raises his hand. "Thank you," Kitty says, exasperated, and points at Peter.

"You are…?" she prompts. "Peter Parker," he responds, "Cancer is a common harmful mutation, and anything that helps with the evolutionary process can be considered beneficial."

"Peter, you're absolutely right," Kitty smiles. Peter thinks she has a pretty smile. Giving her a glance over while she continues her lecture, Peter notices that everything about her is pretty. Not getting a chance to meet Professor Xavier is disappointing, but Kitty Pryde is starting to pick his spirits up a bit.  
=====================================================================

After Emma said her bit about genetics (Kitty wasn't sure if she actually knew this information ahead of time, or simply looked it up on the internet and stored it in her powerful telepathic brain) it was her turn to take the stage. Well, the front of the room actually, but the analogy still holds.

Kitty posed a seemingly simple question to the group. Seriously, anyone could have answered it, but only the blonde girl in the front row did. _The girl knows her mutations_, Kitty tells herself, hoping that Emma heard her. _Too bad she couldn't be Spiderman. That would make my life so much easier._ She asked another question, another simple question, and still nobody answered. The girl in the back of the room and her stupid cell-phone are the only noise Kitty hears, until the plain looking boy with brown hair raises his hand and answers her. _Maybe_ he_ can help,_ Kitty notes. _I hope you made a note of that Emma, cuz I'm not gonna say it out loud and risk you taking the credit for _my_ mission._  
=====================================================================

Emma sits in the desk, further probing the minds of the students. Clearly the two in the front row have woken up and chosen to display some form of intellect, and others choose to snooze while Kitty speaks. Though she doesn't want to stoop to Kitty's childish level, she cannot help but enjoy the lack of responses.

Emma also takes the time to glance into her companion's mind, catches on the tip about the other girl. Sure this Gwen Stacey is smart, but she's surely not Spiderman. The main reason being that Spiderman is presumably male, the other being that she is too slender (even if Spiderman were really a female, she would have to be pretty butch). Emma dives deeper into Gwen's mind, on the hunch that she may know more than she's letting on. She has a thing for this Peter Parker sitting next to her, but alas, that is the only secret she has.

Emma hears Peter answer Kitty's question, thereby restoring Kitty's faith in the group of students in front of her, and Emma's as well. His answer is not only correct, but also displays intellect that clearly, the other students do not possess. She catches on Peter's foremost thoughts, and discovers, much to her disgust, that he finds Kitty Pryde attractive. Further reading of his mind may reveal thoughts and feelings that Emma does not wish to discover, so she pulls herself out of his mind just as the bell rings.

"Why don't you all take this passing period to stretch and come back with any questions you had from the first portion of this lecture," Emma suggests. _And while you're at it, go fetch some brain cells!_

A/N: I'm writing this as I watch the new episodes of Spectacular Spiderman on Disney XD. I really liked the episode with the Black Cat (though this story of her father is not as good as the original from Marvel), and I'm curious about why the episode I'm watching now had no sound when the characters speak. There have been like two sound bites this entire time, and I'm not really a fan of it. Just thought I would throw that out there. Also, it's hard to read lips when watching a cartoon


	4. It's in her DNA

A/N: holy crap Norman Osborne is the Green Goblin like in the movies, except he doesn't maintain the charisma of Willem Dafoe. Oh well. Crazy is as crazy does I guess. And now the sound is back…wtf? Maybe my TV is screwed up. Oh well…

The group of students filed out into the hallway for a stretch, take trips to the vending machines, and to chat with friends outside of the room, leaving their instructors alone for a while. Peter and Gwen take this time to run to the drinking fountain, and to discuss their experience thus far.

"You seemed bummed about Xavier not be able to come today," Gwen notes while Peter takes a drink. "I mean, I am too, but you…"

Peter wipes his mouth with the back of his hand. "What can I say? Charles Xavier is world-renowned, and this Emma Frost just shows up out of nowhere expecting us to believe that she knows something more than manicures and high end shopping!" He waves his arms frantically, almost hitting the girl walking up to him. Not just any girl; Kitty Pryde. She guards herself from Peter's flailing arm with her wrist, brushes him aside.

"Oh, sorry about that," Peter says, his face tinting red as he shoves his hands in his pocket. "It's fine," Kitty says, taking a drink from the fountain. "Peter and Gwen, right?" she asks when she finishes. The two nod. "You two are…" Kitty searches for the words, moving her hands as though trying to grasp at words in the air, "intelligent," she concludes. "Have you taken a genetics class before?"

"I intern with Dr. Connors—Kurt Connors—at NYU," Gwen explains, adding that she and Peter are avid fans of various sciences. "Connor, I've heard of him!" Kitty exclaims, snapping her fingers. "And to be honest with you, it's nice to see people my age who actually like science." Kitty confesses that she personally can't stand the complexities of genetics, and that she was forced into becoming interested, claiming "it's in her DNA". The three laugh quietly at the unintended joke.

"I know the feeling," Peter says. Kitty raises an eyebrow. "My parents were scientists," he says. "That's cool," Kitty comments. Then the smile fades from her face and she becomes stern as she leans against some lockers along the wall. "Now be honest with me. How is this whole seminar/lecture thing going without the Professor?"

Peter and Gwen make eye contact before shrugging their shoulders. Kitty looks disappointed. "Not that you guys aren't doing a good job," Peter explains, "but we were really looking forward to meeting Professor Xavier."

"Emma says he's on sabbatical," Gwen reminds her companions, "Where would he go now?" Kitty shakes her head. "He's actually really sick right now, but he didn't wanna cancel this lecture," she explains, "so he asked Emma to take his place." Kitty makes a disgusted face that the other two teens couldn't help but pick up on. "Not a big fan of hers?" Gwen asks. Kitty shakes her head. "To say the least."

Peter prepared to add his own two cents into the conversation, but stops when his peripheral vision catches Ms. Frost walking towards them. "Ah, speak of the devil," Kitty says as Emma stops short of them, her voice emphasizing _devil_. "What's up?"

"Professor Xavier wanted us to show a video about the X-Gene, so I figured I would grab a newspaper," Emma says, crossing her arms. Kitty scowls. As Emma walks down the hall, a few students gawk as she passes, whispering to one another about her beauty, or slutiness, depending on who was whispering. Kitty sticks her tongue out at Emma as she disappears down the hall.

"Here goes," Kitty says, pushing herself from the lockers with a shrug of her shoulders, before she, Peter, and Gwen walk into the room.

* * *

When the students left the room, as well as Emma and Kitty alone for a while. "Find anything?" Kitty asked the telepath, who shook her head. "Nothing too helpful to us, unfortunately," she admitted. "Well, what good are you if you can't find anything?" Kitty pouted.

"I'll have you know, that I am more valuable to this mission that you are, _Shadowcat_," Emma said venomously. "I'm doing the best I can right now, and I almost had something when I was inside of that Parker boy's mind, but he was too distracted with you for me to try and find out anything more."

"Well, figure out something when we get the kids back in this room again, Emma," Kitty warned. "I'm gonna see what I can find out there," she stalked out of the room and towards the only two students attending the lecture who showed promise, Peter and Gwen. Emma smirked to herself, found Kitty's hallow threats amusing.

After brushing aside Peter's flailing arm, Kitty struck up a conversation. First she complimented them on their knowledge of genetics, probed them for more. Turns out this Gwen is an intern for Kurt Connors (whom she had never met personally, but the Professor might know him), and that the two were interested in sciences. Then she confesses her initial lack of interests, until she jokingly realized that the interest lies in her DNA. _If only they knew what I meant,_ Kitty said to herself, continuing along with her conversation.

After leaving herself open to criticism (as well as hearing of their disappointment that the Professor isn't the one speaking today) Kitty was able to voice her opinion of Emma briefly with the other teens, and then Emma came over. Kitty made a jab at Emma by referring to her as the devil, and then the telepath entered her mind. _Grow up, _she tells the younger girl telepathically.

Emma decided to grab a copy of the newspaper, hoped to find an article about Spiderman that could give her any leads on her mission. She mentally tells her half-pint companion to guide the flock of sheep back into the classroom, and this command is acknowledged only with a scowl. _Good enough_, Emma tells herself as she walks down the hall. She hears the comments that the students make about her and ignores them, because these comments are nothing new to her.

She finds a copy of the local paper, The Daily Bugle, flips through it, an editorial and picture of Spiderman catch her eye. Saving her reading for later, Emma heads back to the classroom, students and her companion in tow."Here goes," Kitty says as they enter the room and close the door.

A/N: Yeah right now I'm starting to get bored with this story, so I'm gonna let reviews and whatnots decide whether or not I remain interested. That and I need to come up with the other part of this story line, since I didn't take the time to plan these things ahead of time.


	5. Focus

A/N: Alright so I'ma try to get back into the habit of writing this, and hopefully the plot line doesn't die from here on out.

The students situate themselves back in their desks, with Kitty and Emma at the front of the room once more. Emma reminds the class that they will be watching a movie that Charles Xavier himself has made and reviewed about the X-Gene. After setting up the projector and taking her seat next to newfound companions Peter and Gwen, Kitty sits back to watch the video. Professor Xavier's voice, with the assistance of the rooms surround sound, envelopes the students and their desks as computer-generated images flood the screen, complimenting the speech.

Peter takes out his notebook, not wanting to miss a word of the video. Talking of the X-Gene and the endless possibilities it has to change an individual is fascinating, as well as comforting. After being bitten by the genetically modified spider all those months ago, Peter had begun researching mutations; the harmful and the helpful, and eventually stumbled across the teachings and activism of Charles Xavier. Xavier's accredited work gave Peter something new to consider; was it really the spider that changed Peter Parker from socially-outcasted high school student by day, and wall-crawling, web-slinging crime-fighting Spiderman by night? Or could it have been another mutation? One not caused by an outside source?

Gwen leans in to her friend, sees his meticulously documented notes—which could be better described as a transcript—of the video, whispers, "This is really interesting." Peter only acknowledges her comment with a nod and more scribbling on paper. Out of the corner of his eye, he sees Kitty get out of her desk, and leave the room as quietly as she could.

Due to a cramp, Peter puts his pencil down and massages his overworked hand. He sees Emma sitting at the front of the room, reading the newspaper. _She must have already seen this_, Peter thinks sarcastically.

* * *

After setting up the projector, Kitty sits back to watch the video her mentor made. She has never seen this video before, so she feels like just one of the other students in the room. While mentally noting important aspects of the video—which she would ask him about when she got back to the Institute—she feels a small vibration in her pocket. She cringes, hoping that no one else heard the noise, and cursing the person calling her now.

She reminds herself not to be surprised, that she was told to wait for this call tentatively. She leaves the desk, sees Emma reading the newspaper, and deliberates telling her that she will return shortly. _She's not my mom, _Kitty reminds herself, walking out of the room. She pulls her small black cell phone out of her pocket. She flips it open, presses it to her ear.

"Hello?" "How are things going at the school?" the gruff male voice on the other line asks. Kitty lies, says things are going great.

"Find anything?" Kitty shakes her head, contemplates an answer. "I haven't found anything yet, not that I've really had the chance…" "

And Frost?" the man interrupts. Kitty takes this time to embarrass Emma, "From what she's told me, she hasn't been able to find anything either. You know, for a telepath, she's not very good at probing people." Kitty wishes Emma could overhear the conversation, that she would have some control over the self-aware and boasting White Queen.

"I know you're not happy, Pryde, but we gotta deal with the cards we're dealt," the voice on the other line says. Kitty imagines him scratching his head in frustration, remembering all too well the fight Kitty had put up when forced to work with Emma.

"You're starting to sound like Gambit," Kitty points out. "Focus!" the other voice hisses. "Find out what you can and I'll call before Bobby and I take over." Kitty says sure thing, reminds the male not to scratch the web-slinger up too badly, and hangs up the phone. She feels a bit discouraged, knows that the rest of the X-Men are counting on her, and on this mission.

She walks back into the lecture room, and see's Emma still reading the paper, and that Peter is still feverishly taking notes. She would have to mention this phone call to Emma during the next break, omitting the fear she feels if this mission fails.


	6. Gotcha!

A/N: A big thanks to all of you who have added this story to your favorites lists! And for baring in mind that this is my first chapter fic. I'm not very good at preplanning, especially with writing, so if you have any suggestions for me feel free to mention them. Maybe I'll use an offered idea or two…

After about an hour, the video ends, and Kitty turns the lights back on. Everyone in the room covers their eyes from the seemingly blinding light. Peter flips through his notebook, views the many pages of notes. Gwen looks over his shoulder and whistles, impressed. "Geez, Peter. Your hand must be dead!" Peter nods, massaging his throbbing hand. "What can I say?" he asks his blonde friend, "It's all so interesting."

At the front of the room, Emma puts the newspaper down, clears her throat. "Professor Charles Xavier made this video to explain his life's work. Any thoughts, comments, questions?" she asks. Peter turns around, notices students staring off into space or taking naps, rather than asking questions. "Anyone?" Emma asks, turning her head to view everyone. Peter reviews his notes, considers whether or not he has understood everything.

"Mr. Parker," Emma says. "Do you have any questions that need answers? Any of your notes that need clarification?" Caught off guard, Peter's face flushes. He feels all eyes on him.

"Um..yeah. Why is it that not everyone has the X-Gene? I mean, we all have chromosomes, X and Y. Is there anything specific that creates the X-Gene?" Peter stammers. After finishing his sentence, he wants to slap himself for such a dumb question.

"There is…" Emma starts, only to be interrupted. "No way to determine whether the X-Gene is attached to an X or a Y," Kitty explains, stealing the floor from her icy companion. Peter notices a twinkle in Kitty's eye as she answers him, and notices Emma's gaze turn into a sideways glare. "Though the Professor has been working towards finding the answer, it is only safe for us to say that it mutates from one of the genes we are already born with. You see, it isn't one that simply poofs out of nowhere, but we have yet to find the specific origins of it." Peter nods his head in understanding, though in reality he is more confused than ever. Did his mutation simply poof out of nowhere?

"Does anyone other than Gwen or Peter have any questions?" she asks, glancing to the other side of the room. "Blonde guy in the letterman jacket, how about you?" Flash Thompson snaps out of his daydream, taken aback. "Who me?" he asks. Kitty nods. "Um, alright just gimme a sec here…" Flash says, trying to think of something. "Does it have to be about the video or…?"

"It would be helpful to get feedback on the video," Emma says, stealing the spotlight from Kitty. There is a slight smirk on her face when she catches Kitty's shock from her peripheral vision. All eyes are on Flash. "Why should we care about this?" Flash finally asks.

Emma and Kitty look at one another, both smirking, as though asking "Do you want to field this one or should I?" Emma answers the jock.

"Because those who have the X-Gene are everywhere," she states clearly, "and because, as the video mentioned, this gene can create surprising abilities in everyday people." Peter's ears perk up, and his attention is drawn to Emma for the first time since she walked into the room.

* * *

Finally, the question she had been waiting for was finally asked. "Why should we care about this?" the word's from one Neanderthal high school jock ring in Emma Frost's ears. Such a simple question, yet such a complex response. How can she explain that the activation of the X-Gene is what made he who she is? What gave her the ability to read the minds of others, as well as coat her body in diamonds when necessary? This gene can change absolutely anything about an individual: can grow claws, blue fur, allow the ability to phase through solid matter, and even give an average human being the ability to shoot lasers from their eyes?

"Because those who have the X-Gene are everywhere," Emma states, adding that ordinary people can be given extraordinary abilities. She flips her newspaper to the front page, shows the class an enlarged image of the city's favorite crime fighter, Spiderman, taking down the Rhino after one of his rampages. "Take your Spiderman, for example. A masked hero with the ability to scale walls, leap across tall building, and even create webs. One could hypothesize that Spiderman is really a crazy man wearing a costume…"

"Spiderman is not just some guy in a costume!" Flash Thompson, the aforementioned Neanderthal jock, shouts from his seat. Those around him are in shock, and some turn to face the source of the outburst. "He's a hero!"

"Take it easy there," Emma says calmly, "That's just one theory. He could either be a person in a costume, or he could be something else."

"What other theory is there?" Peter Parker asks. Emma notes that something seems strange about the exemplary student. His eyes are wider, he swallows heavily, and his fingers wrap intensely wrap around his pencil._ Strange,_ the telepath thinks.

"The other theory," Emma explains, "as proposed by Charles Xavier himself, is that Spiderman may have the X-Gene." She pauses to note the reactions of the students. Flash quiets himself, seeming to actually take in what he has just been told, Peter drops his pen. _Even stranger_, Emma thinks. The rest of the students appear unaffected by the news.

The silence gives Emma a chance to peak into the minds of the students. Many minds daydream, some try to absorb the information they have received, but two stand out in her scan the most: Flash and Peter. Flash thinks about his hero, considers that he may be a freak rather than an ordinary man with extraordinary abilities, though some of it makes sense. Not everybody can scale walls, even if they had suction cups attached to them. Peter's mind is a collage of memories rolling together: being bitten by a spider, waking up feeling strange, donning a red and blue suit, taking pictures. All of these mean nothing to Emma until he says a few key words. "Could I really have the X-Gene?"

_Gotcha!_ Emma relishes in her accomplishment just as the lunch bell rings.

A/N: I'm trying to give the story some pick up and also get out of the whole "during Spiderman's Day" mode. I desperately need to make this more interesting than it is.


	7. Blue Pill

A/N: I'd like to thank those who have shown an interest in this story, and I'm trying to make it more interesting and more of a crossover (and less of a classroom thing). Also thanks to Crossoverfan for the suggestions. There were obviously some things I never thought about and I'll take what you said under advisement. (It'll take a while for me to devise something that suits both the Spiderman side and the Wolverine and the X-Men side, to bear with me!)

As the students file out of the room towards the cafeteria, Kitty and Emma stay behind to converse. Kitty sighs heavily and sits on the floor with her back to Emma's desk. "What are you doing?" Emma asks, raising an ice-blonde eyebrow. Kitty rolls her eyes. "I'm sitting, obviously," she responds curtly. Emma scoffs. "I mean, what are you doing sitting on the floor?" Kitty tilts her neck to the left and right, stretching. "The floor is way more comfortable than any of those desks." "I see," Emma says, acting as though she cares about the ramblings of a teenage girl. She focuses on the photograph of Spiderman in the newspaper in front of her.

"So did you find out anything?" Kitty asks. Emma contemplates telling Kitty about Peter. If she told the teen about him, Kitty would just call Logan and the other X-Men, taking credit for the discovery. If she didn't tell her petit companion, she could take credit for discovering Spiderman's secret identity and undoubtedly be resented for ruining the mission. Decisions, decisions. She gazes at the picture while choosing the red pill or the blue pill. Something catches her ice-blue eye. "Hey look at this."

Rather than get up off the floor and lean over Emma's shoulder like she knows the blonde would hate, Kitty phases her head through the desk until she is eye level with the picture. "What's up?" Emma gives her companion a quizzical look. Kitty shrugs, though Emma has no way of knowing without x-ray vision. "The picture?" the brunette asks. The White Queen nods, dragging a slender finger underneath the image, where credit is given to the photographer. "Photo taken by Peter Parker," Emma reads.

"Are you thinking what I'm thinking?" Kitty asks. Emma nods. "You follow Parker, you find Spiderman." Kitty stands up, phasing through the desk again. "Then I guess I'd better follow him." Kitty heads out of the room and to the cafeteria after the other teens.

"The blue pill it is then," Emma says aloud, sitting back in the chair to read the rest of the paper.

A/N: Short chapter. Some people would argue that it doesn't deserve to be its own chapter but oh well…this is probably gonna be the end of the dual perspective chapters for a while. So enjoy these shorter chapters while they last! I know I will.


	8. Jolly Jonah

A/N: Sorry that I haven't updated in a while…I've been busy with school, homework, volunteering and whatnot. Hopefully this update was worth the wait. Regardless of what I said earlier, the dual perspective chapters will continue, mainly because I think it'll make this fic unique.

Peter and Gwen take a seat at their lunch table, awaiting the other member of their triad, Harry Osbourne. Both Gwen and Peter agree that it may have been a good thing that Harry wasn't chosen to attend this lecture, on the grounds that he would have been bored senseless, and unable to sit still for such a long period of time. Harry has recently returned from an unexpected trip to Europe, and he still doesn't seem to be his old self. After waiting politely for a few moments, Harry finally made his way towards his friends, lunch tray in his hands.

"Hey guys," Harry greets, a slight grin on his face. "How's the lecture going?" In between bites of her sandwich, Gwen comments on the educational value of the lecture, and on the interesting instructors. "I've never seen someone our age who might know more than Eddy Brock," she said, in reference to Kitty Pryde.

"Yeah, but Kitty looks a lot better than Eddy," Peter adds, not really thinking before speaking. Gwen stares at him, shocked that he didn't censor himself before speaking. "Well, I think so anyway," Peter shrugs off the glare and bites into his apple. Gwen sits in silence, Peter chews his food, and Harry feels tension at the table. "Um okay then," he says, munching on a fork full of macaroni and cheese. His gaze travels across the cafeteria, lands on a slender brunette in a denim jacket standing in the entryway looking at the tables. "Is she new?" Harry asks, gesturing towards the brunette with his fork.

Peter and Gwen turn to follow the direction of their friend's fork. "That would be Kitty Pryde," Gwen says before staring at her sandwich once more. Harry and Peter continue to look at her, watch her slender neck turn from side to side, her brown eyes searching. She seems so determined, and beautiful. Their sight-seeing is interrupted by a tall, muscular blonde in a Letterman jacket waving his hand in front of Kitty's face trying to get her attention.

"Well, Pete, I guess you're not the only one who thinks she looks better than Eddy," Harry points out, watching Kitty's attention direct towards Flash Thompson and his seizing hand. She slides on the bench next to him, and the two exchange a few words. Their brief conversation ends with Flash pointing her in the direction of Peter and his friends, his face a mixture of confusion and annoyance. "Shot down," Harry declares. Kitty flips her hair behind her shoulders, weaves her way through the maze of tables and stands near Peter and Gwen.

"Hey," she greets, "Mind if I join you?" Peter and Harry look up, not knowing what to say, but thinking that she is really pretty up close. "Sure," Gwen says, elbowing Peter in the ribs and kicking Harry under the table to snap out of their daze. The guys recoil, the sudden jabs bringing them back to reality. "It feels nice to get out of that lecture room," Kitty says, "and be with people my own age." "But Emma seems cool, kinda," Peter says. Kitty giggles. "For a neurotic know-it-all," Kitty adds. "I mean, sure she knows a thing or two, but she shouldn't try to replace Professor X. He's the real expert."

"It's a shame he couldn't be here," Gwen says, adding that it would have been cool to meet him. While Kitty says that Charles Xavier would have liked to have met Gwen and Peter (mainly because they have the only full-functioning brain cells in the room), Peter's cell phone rings. Ordinarily, Peter would ignore all calls that weren't made by Aunt May, but seeing the Daily Bugle's name on his caller I.D. intrigues him. Peter crosses his arms on the table, plants his face in his arms, and answers the phone. "Now's not the time to take a nap, Pete," Harry says, staring at his friend's strange position. Peter shoots his friend a dirty look just before greeting the person on the other line.

"Peter? It's Robby. Jonah wanted me to call you and offer you an assignment." Peter is stunned. J. Jonah Jameson, the hot-headed, loud-mouth boss of the Daily Bugle rarely ever refers to anyone by name, let alone specifically asks them to do an assignment. Robby fills Peter in on the details: Dr. Octopus, Shocker, and Rhino trampling through the downtown area in the middle of the day. The offer sounds tempting, but the thought of missing more of the genetics lecture weighs heavily.

"I don't know, Robby," Peter responds, weighing his options. "I mean, there's this lecture at school…" "I understand, Pete," Robby says. "Let me take a sec to tell Jonah." Peter holds his breath, and for a while the noises on the other line are muffled, possibly by Robby's hand over the speaker on the phone. The voices in the background sound like Charlie Brown's teacher, incoherent and useless. Soon the volume on the other end increases, and an irritated Jonah Jameson speaks.

"Parker!" the salt and pepper-haired man barks in his usual fashion. "There's some rampaging going on downtown, and I need you to be there in case Spiderman shows up." Peter explains his predicament about his school work to his books, who growls nonchalantly. "I'll call and excuse you, I just need you down there," Jameson shouts. Peter imagines the vein in Jonah's forehead throbbing, as it often does in moments of duress. "I don't know," Peter says, letting his voice trail off, and hoping to hint to his boss that some form of incentive might ease the situation.

"I'll tell you what," Jonah says, his voice loud and somehow sounding defeated, "I'll throw in five bucks as a bonus for you." Peter considers the offer, shrugs it off. Leave it to Jonah to offer a pitiful amount of money and call it a bonus. "I can't leave school," Peter insists, reiterating that the genetics lecture is very important. He swears he can hear Jonah's teeth grinding on the other end. "Fine, make it twenty bucks."

"Twenty-five and you've got a deal," Peter says finally. "Fine!" Jonah shouts, mumbles something about kids these days being greedy, and then hangs up the phone. Peter slides his cell phone back into his pocket, and lifts his head up from the table.

"You'll never believe this," he says to his friends, "The Daily Bugle wants me to go take pictures downtown." "But it's the middle of the day," Gwen points out. "What could be happening that he'd need you to leave school?" Peter fills his table mates in on the criminals coming out in broad daylight, and how Jonah thinks that Spiderman might make an appearance. Kitty's face reads confusion.

"Pete takes pictures of Spiderman for the Daily Bugle," Harry tells her. "Oh wow. I bet that's fun," Kitty says, her eyes wide and impressed. Peter nods and puffs his chest out, explains that Jolly Jonah wants him specifically to handle this assignment, and even offered him a bonus to leave school now.

"So you're gonna miss the rest of the lecture?" Kitty asks, her bottom lip pouting ever-so slightly. Peter nods, "As much as I don't wanna, I know I have to. So I'll catch up with you guys later," he tells his friends. "It was nice to meet you," he tells Kitty before heading off to his assignment.

Kitty sits at the lunch table with Harry and Gwen, all silent. Harry twirls his fork, and then chooses to break the silence. "So Kitty," Harry says, getting the attention of the fidgeting female, "Gwen tells me that you're a part of the genetics lecture. How'd you manage that?"

"Um, Professor Xavier is my teacher, and when he told me he was doing this lecture I wanted to help out. But since he couldn't make it, he asked Emma to take over for him. No way I was gonna let her take over his lecture and screw things up, so I still offered to tag along." Kitty explains in one breath. She places her elbows on the table, rests her chin in her hands, sighs heavily.

"You really don't like her, do you?" Harry observes. Kitty shrugs. "Hard to like someone who thinks they're God's gift to the world," she says bluntly. "I give her a hard time, but it's not like she doesn't deserve it."

"So she's nothing like Professor Xavier?" Gwen asks, her mind eager to compare and contrast the two experts. "God no!" Kitty says, sitting upright at the table. Her leg twitches while she explains that Xavier is one of the greatest scientific minds of the century, that his work inspired her to learn more about the sciences, and how his need to help others is unparalleled. "I should probably get back to Emma now," Kitty groans, standing up from the table and stretching.

"You didn't even eat anything," Gwen observes. "I'm not really hungry," Kitty admits, "I just needed to get out of the room for a while. It was nice to talk with you," she says as she briskly walks through the cafeteria and back to the lecture room.

* * *

The possibility of finally finding Spiderman is enough to spread a grin across Kitty's face. Just think: she could find Spiderman (with little to no help from Emma) and she could concentrate on her assignment. She can finally make her mark as an X-Man, make her teammates proud. Kitty thinks that she must looks silly wandering the halls with her silly grin, so she struggles to close her smiling lips. She also struggles with directions, mainly to the cafeteria. Kitty came up with a small plan to move the larger one into action. Step one: Find the cafeteria. Step two: Find Peter Parker. Step three: Probe his brain about the pictures of Spiderman he takes for the newspaper. Step four: Follow Parker to find the wall-crawler. Step one is proving to be more difficult than it should be.

After asking a teacher for directions to the cafeteria, Kitty set out to work. Walking through the entryway, her brown eyes scan the large, bright room for some familiar faces. Searching through the sea of faces is difficult, especially with a spastic hand waving in her face.

"Oh hey Kitty," Flash says, his convulsing hand distracting her search. "Why don't you come sit with us?" he offers, nudging his friend over on the bench to make room for the brunette. She slides on the bench next to Flash, and he talks about the lecture. "You know," the jock says in between bites of his burger, "When you two had me on the spot earlier, I was pretty scared." A chunk of burger flew from Flash's mandible, landing on the table in front of Kitty. She tenses her body in an attempt to move it away from the foul piece. "You see, unlike those dweebs Gwen and Peter, I can't keep my head straight with this type of stuff."

"Funny you mention them," Kitty smirks, "I'm actually looking for Gwen and Peter. Do you know where they are?" Flash is stunned. "Why would you want to see them?" he asks, disgust coating his voice. "Just wanted to talk to them is all," she says. Flash whips his head around and does a quick scan of the cafeteria. After spotting the group he is being passed up for, Flash points in their direction and returns to his burger, dismissing Kitty.

Flipping her hair behind her shoulders, she makes a b-line for Peter and Gwen, weaving around the tables though she would rather walk right through them. "Hey," she greets nervously, "Mind if I join you?" Peter and his friend look up, their eyes wide and puppy-dog like. "Sure," Gwen says, simultaneously elbowing Peter in his ribs and kicking her other male companion under the table. The two boys nurse their wounds as Kitty takes a seat at the table, commenting on the enjoyment of leaving the lecture room to be with people her own age. Peter comments that Emma seems "cool, kinda", and Kitty takes an opportunity to call her blonde companion neurotic.

After beginning a conversation about Professor Charles Xavier, Kitty sees Peter reach into his pocket, pull out his cell phone, and rest his head in his arms on the table as though he's taking a nap. She tilts her head slightly towards him, hoping to hear the conversation. She hears the words "rampaging" "downtown" "twenty-five bucks" from the loud-mouth on the other line. Interesting.

After the phone call ends, Peter relays the conversation to his tablemates, tells them that he has to leave and promises his friends that they'll catch up later. "It was nice to meet you," he tells Kitty before walking out the door. The table is silent, until Peter's male friend chooses to break the silence, asking how she earned her part in the genetics lecture, and Kitty takes this time to insult Emma and raise Professor Xavier to almost super-human status, all the while her leg twitching to follow Peter Parker.

She gives into her twitching. "I should probably get back to Emma now," Kitty says, rising from the table. "You didn't even eat anything," Gwen observes. "I'm not really hungry," Kitty admits, "I just needed to get out of the room for a while. It was nice to talk with you," she says as she briskly walks through the cafeteria, trying not to phase through the tables with excitement. She walks out of the cafeteria, and bolts down the hallway, trying to find an exit door and a route downtown. It can't be too far, she rationalizes, Peter left just a bit ago and his boss would need him to be on the scene ASAP.

After finding an exit and a path towards the rampage, Kitty pulls her small black cell-phone out of her pocket. She flips it open and texts "Change of plants. Following a lead downtown. Will fill you in later. K."

This is it. The moment she's been waiting for.

* * *

A/N: i hope to make another update soon, i just need to figure out where this story is going first .


	9. All Downtowns Are the Same

A/N: I have a free moment, so I'm gonna work on this some more. I get the feeling that it's not gonna be that great, but eh whatever. I tried to throw in some witty dialogue, though I'm not sure if it worked out. Obviously reviews will let me know…

* * *

After arriving Downtown and observing the destruction caused in the wake of Doctor Octopus and Electro, Peter Parker attaches his digital camera to the brick side wall of a nearby building via wrist-webbing and quickly changes into his red, blue, and black spandex suit. After pulling the red mask over his face, Peter Parker becomes Spiderman, the city's mysterious vigilante-super hero. Hiding his belongings behind a trash can near his camera, Spiderman shoots his web and prepares to make his grand entrance.

Swinging from the side of buildings and gracefully landing on lamp posts gives Spiderman ample view of the destruction below, and time to assess. _OK, so Doc Oc and Electro have teamed up—strange since the two prefer their own individual destruction—and are just kinda strolling down the streets. _Electro strides down the middle of the street, shooting electricity at parked cars, causing them to short out and shoot up from the ground as though spit out by a volcano. _Sure Doc's robotic arms are leaving holes in the street, but what real threat does he pose?_ The mechanical arms raised the rounded foe off of the ground, and occasionally swing out, smashing glass windows, and knocking over mailboxes. Spiderman sighs, _Ok, so he can cause some damage too._ Using his quick mind and even quicker spider skills, Spidey devises a plan and swings into action, landing on the street in front of Doc Oc and Electro.

"Spiderman!" Electro exclaims. "Don't look so shocked to see me Electro," Spiderman greets, impressed by his own pun. Electro chooses not to verbally respond; rather he lunges towards Spiderman, who jumps up to avoid the villain's electric grasp. Doctor Octopus takes advantage of Spiderman's distraction at his comrades expense, and sideswipes the wall crawler with a giant metallic tentacle. Spiderman's spine collides with the brick siding of a building, air expels from his lungs. Doc Oc strides towards Spiderman and catches him in his human grasp before the hero has a chance to slide down the wall.

"What? No pun for me?" Octopus hisses through a clenched jaw, tightening his grip on Spiderman's costume. Peter tries to force his body to recuperate from the previous blow."You just can't keep your hands off of me, can you Doc?" the hero asks, smirking under his mask. Octopus' normally small eyes narrow further, and he throws Spiderman against the wall once more, hoping to bounce his skull off the side of the building like a basketball. Spiderman grunts, his vision blurring from the repeated blows.

Doc Oc looks beneath him, sees his accomplice stride towards them. "Your turn," he says, releasing his grip on Spiderman and watching him fall to the ground. Electro balls his fists, conjures up as much electricity as he can, and eagerly awaits the moment to catch his foe. Spiderman's mind clears as web-slings out of Electro's reach and onto a lamp post. The "plan" he devised earlier definitely needs to be rethought. Electro wastes no time following after Spiderman, placing his sparking hands on lamp post which the wall-crawler is perched on, sending a mind-numbing jolt of electricity up to the wall-crawler.

A scream brings Spiderman back to reality, and he notices Doc Oc wrap a thick, metal tentacle around a girl's waist. The auburn haired girl squirms, kicking at the air as though the action would free her. Once her hair is out of her face, Spiderman holds his breath; Oc has Kity Pryde in his mechanical clutches.

* * *

After arriving downtown, Kitty Pryde comes to the conclusion that all downtowns are the same; all have tall buildings with clean glass, a combination of luxury and not-so luxury automobiles parallel parked in front of independent and/or corporate-run businesses, and citizens running as fast as they can to avoid being harmed by individuals with powerful, harmful abilities. Ducking into an alley to avoid being trampled—as well as to get a good view of Spiderman—Kitty is reminded of home.

Catching the glimpse of a camera flash, Kitty searches for the source, hoping to run into Peter Parker. No matter how chaotic—or nostalgic—things have to potential to become, Kitty has to remember her objective; find Peter Parker, get answers. From there she would track down Spiderman to gather some much needed information. Rather than finding Peter hiding behind a dumpster taking pictures, Kitty finds a school bag on the ground below a camera held against the brick wall by a spider web. "I guess this is Peter's camera," she says, peeling the webbing off. The camera continues to flash in her hands, taking pictures of the alleyway rather than the town hero. "Camera's here, but Peter's nowhere in sight; curious". After reweaving the camera into the webbing, Kitty continues her search for the young photographer.

Emerging from the alleyway, Kitty sees Spiderman thrown against the wall by a portly man with four mechanical limbs. _He looks_ _like an octopus,_ she tells herself, traveling close to the brick side of a building as she inches closer towards the action. Her heart and body stop when she feels the small black phone in her pocket vibrate. She slowly takes the phone out, flips it open, and reads the text message; "Don't do anything dangerous." Kitty rolls her eyes as she tucks her phone back into her pocket. She looks up to see Spiderman perched on a lamp post, and suddenly feels as though she is in over her head. Turning to run away, she feels metal rap around her waist and pull her up from the ground as one would pull a weed from a garden. She screams and kicks, wishing she had gotten that particular text message sooner.

* * *

A/N: Not very good, and probably not worth the wait, but I did what I could so…yeah… .


	10. Hands off the Lady!

A/N: To be honest, I'm starting to grow weary of this long-term project, so updating is going to become a bit of a pain. Sorry to everyone who favorites this story, and also those who sit and wait, hoping for an update. I'm still not 100% sure how to make this all work out, since I have ideas for the fic, but I find the fact of having to type them out to be a nuisance . Hopefully I'll find the energy and imagination to come up with more to write, so until then I'm sorry readers. Back to the task at hand, there is gonna be a bit of a time lapse between this chapter and the last, just so I can make some progress with the storyline.

* * *

Kitty Pryde wakes up, staring up at sky as the sun sets. Assessing her current situation, she finds herself laying on a rooftop, Spiderman standing nearby with his back to her. She groans in pain as she sits up, and Spiderman turns to face her. "You're awake," a relieved Spiderman says, sitting beside Kitty as she rubs her sore temples. "Are you alright?" A self-assessment yields an inventory of uncomfortably tense muscles, sore ribs, and electricity-induced frizzy hair. "I'll live," Kitty says, putting on a strong front as she smoothes out her hair and massages her sore muscles.

Kitty tries to recall the events of the afternoon, unable to remember what happened between being held in Dr. Octopus' metallic tentacle and waking up on the rooftop. "What happened to me?" she asks. Spiderman sighs, sitting beside her on the ground. "For a second there I didn't know if you were alright. Well, Doc Oc grabbed you, and then the tentacle he grabbed you with shorted out—which is weird—and you fell. I tried to catch you before you hit the ground, but Electro shocked me as I caught you. I guess the current transferred from me to you, and you passed out." Spiderman sighs heavily.

Kitty remembers how her phasing for freedom caused the metallic arm to short-out, and cursed to herself. Though the chances of anyone seeing her phase are slim, there is still a chance. For the first time in her life, Kitty wishes she could be Emma, be able to read Spiderman's thoughts. Had he seen her phase? Did he know she's a mutant? Who is he? "There's a first time for everything," a semi-amused Kitty mutters to herself.

Spiderman stands, stretching. "I guess I'd better get you back down there," he tells Kitty, offering her a hand as she tries to stand up. The two stand, and Kitty feels their eyes connect even though he still dons his mask. "Thanks for saving me," she says, feeling like a damsel in distress who has been rescued by a mysterious masked figure.

"B-Before we go," Kitty stammers, "how do you know Peter Parker?" Spiderman flinches, recoiling his hand from hers. Kitty explains how she was really looking for Peter before she was plucked off the ground by Doctor Octopus. "He…He just takes pictures for _The Bugel,_" Spiderman says. "I have no idea who he is, other than a caption under my photos." "Really?" Kitty asks. "I thought he would be able to help me meet you, but this is even better!"

Spiderman steps back. "Meet me? Are you like some sort of crazed fan?" Kitty shakes her head. "I came from the Xavier Institute to see you," she explains. "My mentor, Charles Xa—" "Hands off the lady!" a deep voice growls as a strong figure tackles Spiderman to the ground.

* * *

Standing on an unknown rooftop, Spiderman worries about the girl lying just a few feet away from him. After Doc Oc's tentacle shorted out and she fell to the ground, Spiderman swung quickly to save her. After he caught Kitty mid-air, Electro grabbed hold of Spiderman's ankle, and sent a large jolt of electricity through the two bodies before Spiderman was able to escape the electric grasp. He swung from building to building, clutching an unconscious Kitty Pryde as he put major distance between him and the villains below. After lying Kitty down, he waited.

Beneath his mask, Peter Parker was terrified. Kitty Pryde had been downtown, had been in Doc Oc's clutches, and almost fell into uncertain danger. Why was she in the city during the middle of the day, rather than finishing the lecture at the high school? Had she been following him? As the sun began to set, Kitty wakes up. Peter rushes to her side. "You're awake," he says. Kitty assessed her current state, and much to Peter's relief she says that she'll live, smoothing out her static-y hair and rubbing his sore muscles. Kitty asks what happened during while she was unconscious, so Peter filled her in.

Just as the two prepared to drop Kitty back off to the streets below, their eyes meet while he holds her hand. Peter blushed under his super hero mask. Kitty stuns him, asking how he knows Peter Parker. "He…He just takes pictures for _The Bugel,_" Spiderman stammers. "I have no idea who he is, other than a caption under my photos." "Really?" Kitty asks. "I thought he would be able to help me meet you, but this is even better!" After clarifying that she is not a crazed female fan, Kitty starts talking about the Xavier Institute. Shortly after, a deep voice growls at Spiderman, demanding he take his "hands off the lady", before a muscular figure tackles him to the ground in the blink of an eye.

The growling figure has the build of a football player, so the tackle completely knocks the wind out of Spiderman as the two hit the rooftop and skirmish. The figure creating the struggle is clad in a strange yellow suit, his face covered by a matching yellow mask. Peter is shocked that this particular growling man is wielding knives, three in each hand. "Get off of him!" Kitty shouts.

"We found you Kit!" another voice says, and Peter sees a blonde, tan teenage boy in an equally strange blue and yellow suit appear by Kitty's side. "What are you talking about?" Kitty cries, "If you needed to find me you should have called!" she shoves the blonde guy, and shouts at the assailant to leave Spiderman alone. The blonde teen grabs her arm, tells her not to get in the middle.

During the struggle, Spiderman evades the blades that are so close to his body, and makes a daring leap off the side of the building. Slinging his web to get away and head back home, Peter can hear Kitty shouting, and wonders if his rash decision to jump put Kitty in any more danger than she had already been in that afternoon.


	11. Mount St Kitty

A/N: Seeing as how this chapter is going to revolve solely around the actions of Kitty Pryde after the rooftop incident, it will be fairly short. I'm also taking a key from an episode of "Wolverine and the X-Men", wherein viewers learn that Kitty has a fiery temper. Enjoy!

* * *

Kitty shoves Bobby aside, hoping to talk with Spiderman more before he dove off the side of the building as though he were an Olympic athlete. With her hopes of completing her assignment dashed, an enraged Kitty Pryde turns on her heels to confront her fellow X-Men. "Like, what the hell was that?" she shouts at Logan, who is taken aback by the anger of the teen girl. He had faced villainous mutants, MRD patrolmen, and mechanical monstrosities, but none of which scared him as much as an explosion from Mount St. Kitty.

"He—well—" Logan stammers, but Kitty wont hear any of it. "He what?" she demands, standing on her tip toes to get in his face. "He saved me earlier? Bet you didn't think to say anything about that," her eyes narrow, and she feels Bobby's icy grip around her waist, pulling her away from Logan. "He's the one who saved me from some tentacle monstrosity! He's the only who brought me up here after I was shocked!" Kitty struggles in Bobby's grip, legs flailing.

"Calm down," the blonde youth say. She phases out of his grip, and shoves him away once more. "And _you_," she turns, redirecting her anger. "I bet you were just loving this! The opportunity to swoop in and act like a hero was just too much for you to resist!" "That's not it," Bobby says, averting his eyes from Kitty. "You can't even face me when you explain!" she cries. "That's just great!"

Logan pulls his mask away from his face, stands in front of Kitty. "Calm down," he growls in frustration. He explains how he and Bobby were only out now to look for her, since she hadn't responded to any of their text messages or phone calls. After talking to Emma, who only offered that Kitty left during the lecture to follow a lead and never returned, the two became nervous. Logan managed to track her down to the city streets below them. Amidst the police tape, down power lines, and electrocuted cars, the two X-Men became nervous, and after a quick wardrobe change, found her on the rooftop.

Kitty could only stand and listen, breathing heavily while she listened to the explanation. Bobby tries to interject his side of the story into Logan's, only to be silenced by two pair of stern eyes. Throwing her arms up in disbelief, Kitty walks over to the edge of the roof and sits, looking out at the illuminated city beneath her. "You ruined everything!" she shouts at Logan and Bobby, her voice wavering.

"This was my chance to do something for the X-Men—" "You do plenty for us," Bobby interrupts. "Something on my own," she sighs, frustration building within her once more, and tears building behind her eyes. "I had a chance to do something big, something that would really show that I can do more than walk through walls." A tear escapes, but she quickly brushes it aside. "And just as I'm about to complete the assignment—the one that you supported and trusted me on, Logan—you two come in all heroic" she spits out the last word, as though it were an insult, and wipes away another tear, "And ruin it."

Logan lowers himself beside Kitty. "Listen kid," he says in an unusually soft tone. She turns her head away to hide the few tears, wiping them away quickly. "Emma said that she found out some information while you were off doing your own thing. She said she's going to some kid's house in a while, to talk things over with him and his family."

Kitty is stunned, but can only manage a sarcastic laugh in response. "That blonde witch _would_ come in and steal my assignment," she hisses. "She probably found out earlier—and by earlier I mean when we were doing the lecture—and just didn't tell me about it. That's so like her." Kitty tries not to let Emma's treachery get to her too much, though she knows that Emma Frost would love nothing more than to rub her surgically augmented nose in Kitty's face over taking the spotlight, as well as taking the credit for all of Kitty's careful planning.

"I bet there's a way to beat her to that kid's house," Logan offers. Kitty smirks, knowing that Logan can track down anyone, and following closely behind Emma only to steal back her stolen thunder would definitely make the ice queen's botoxed mouth frown. Optimism renewed, Kitty stands, brushing rooftop dirt from her pants. "Let's head her off at the past."


	12. Nerd Fantasies

A/N: Haven't had the urge to write in a while, so I'm sorry for the sever procrastination it took to write this next chapter. I'm kinda growing tired of the plotline, cuz I get the feeling I screwed it up somehow, but we'll all find that out as the chapters come up.

* * *

After changing from his Spidey gear, Peter walks through the front door, calling a greeting to Aunt May. Her smiling face is nowhere to be seen, so he is immediately on edge. Though she is his aunt, May Parker had been the mother Peter never had; she and Uncle Ben had raised Peter like he was their own child, providing whatever they could, sacrificing what they could in order to provide. Since Uncle Ben's murder, Peter had become very protective of his aunt, though she often felt the need to remind her nephew that he is still a teenager, and shouldn't have to worry about matters beyond his years.

"Peter," she replies, "Come into the kitchen for a moment. It seems we have company." Peter walks into the kitchen, sees his aunt sitting across the table from slender figure with shoulder length, pale blonde hair. "Peter," Aunt May says, tilting her head in an idiosyncratic manner, "This is Ms. Frost, from the Xavier Institute." The blonde figure turns, and Peter is once again in the presence of Emma Frost, the strange and beautiful woman who had been lecturing at his school just hours before. "Hello again," Emma purrs, extending her hand. Peter awkward shakes her, mumbling a hello. "Oh, you two have met?" May asks as Peter takes a seat between her and Emma at the kitchen table. Peter explains that Emma had been lecturing about genetics earlier that day.

"It was during this lecture when I realized just how truly special Peter is," Emma says, sipping tea from the cup in front of her. "You are remarkably intelligent. I spoke with your other teachers before the lecture resumed, and they all have nothing but wonderful things to say about you." Peter stares at Emma, confused about why she would tell him this. He looks to Aunt May for some clarification. "Ms. Frost is here to invite you to spend time at the Xavier Institute where she teaches," May explains. Stunned, Peter shifts his glance towards Emma. Unable to hide his enthusiasm, Peter smiles widely. "Really?"

Emma nods. "If Professor Xavier were here, I'm sure he would also extend the invitation." _Such high praise_, Peter tells himself. He considers what it would be like to walk among other Gifted Students, rather than the jocks and occasional friend at Midtown Magnet High. He considers all that he would learn under the tutorage of Professor Charles Xavier—_the_ Charles Xavier—and how he may gain some insight into his own personal changes. Then he thought of Aunt May; how long would he leave her? What if something happened while he was gone? Would she run out of money without his meager check from the _Bugle_? Would unpaid bills continue to pile up on the table? These thoughts bring Peter back to reality. He knows he could never leave his Aunt; she needs him more than she's willing to admit. Peter sighs, "Thanks, but no thanks." Emma's ice blue eyes widen, and Aunt May gasps quietly. "D-Don't get me wrong, I'm flattered, but I can't just leave," he explains.

Just as he is about to continue, Peter's voice is overshadowed by a loud engine making its way down the street. Emma stiffens as someone knocks at the front door. Peter jumps from the table to open the door; on the other side, Peter is face to face with Kitty Pryde, her arm curled around a black motorcycle helmet. "K-Kitty?" he says, confused. _I thought she was still on the rooftop with those nut-jobs_, he reminds himself, _though she doesn't look worse for wear_. "Hi Peter," she says, "Can I come in?" Peter nods, moving out of her way. Before closing the door, Peter sees a motorcycle parked in front of the house, the rider clad in a brown leather jacket, the visor of the rider's helmet revealing dark, stern eyes.

"What are you doing here?" Emma loudly asks, prompting Peter to close the door and enter the kitchen. "Oh, you didn't think I would miss an opportunity to extend an invitation did you?" Kitty smirks, placing her helmet on the table before extending a hand to May and introducing herself. "I'm one of Professor Xavier's students." Peter sits between his strange guests and Aunt May, confused as to why they are both here. He sees Emma tensing, her cool demeanor cracking with every glare she makes towards the smiling brunette. "Sorry I'm late," Kitty says, "I got stuck in traffic because Emma here forgot to wake me when she left. Good thing I made it." Emma rolls her eyes, and Peter mentally calls Kitty on her lies.

"I was just explaining to Peter and his aunt that we would like to extend an invitation for him to visit the Institute," Emma explains, the purr from her voice gone. "Oh yeah," Kitty says shifting her body to face Peter. "We have heard nothing but wonderful things about you, and we think you're really special—Xavier material in my mind." Emma and aunt May nod. "Peter has chosen to decline our invitation," Emma states. Kitty pouts across the table to Peter, "Oh really? That's too bad. I _really_ think you'd like it there. Our classes are structured and really delve into the sciences of the world. You seem to know quite a bit about science…" "And he did work as an intern for Dr. Connors," May adds, chatting up her nephew.

"It sounds great," Peter says, "but I don't think it's right for me." Talking like this is upsetting, because Peter knows he would like nothing more than to enter the world of Professor Xavier; with Kitty Pryde as his guide, he could take on anything. But aside from taking care of Aunt May, Peter has to carry the city's crime burden as his own while clad in Spiderman's suit. Leaving the city unguarded during the school day was difficult, let alone at night; more than 24 hours and the city would propel into chaos. Sighing heavily, Peter says good-bye to images of him and Kitty studying science together. His nerd fantasy squashed, Peter prepares to leave the table. "Well, if that's that, then you'll excuse us," Emma says, standing. Kitty grabs her helmet, and follows Emma out of the kitchen. Peter and May bid their guests farewell, and Peter sees Kitty look back at him one more time before pulling the helmet over her head and walking over to the motorcycle.

* * *

When Kitty and Emma enter their hotel room, followed by Logan and Bobby, all hell breaks loose. "What the hell did you think you were doing?" Emma barks, "You could very well have ruined any chance I had of bringing that boy back with us."

"_I_ ruined things?" Kitty squawks, sitting on the edge of her bed. "_You're_ the one who went to see Peter Parker without me. If anything, you probably scared him off with your surgically augmented cleavage, not to mention the fact that you're a forty-year-old ice queen dressing like a hooker. I'm surprised Peter's aunt didn't have a heart attack when she saw you; or stick a twenty dollar bill down your low rise jeans. When you think about it, you single-handedly ruined this whole thing just by being here."

"Woah ladies," Bobby says, stepping between the two feuding mutants. "Why don't we all just calm down?" Both women tear their glares away from each other and focus intently on Bobby, communicating he should stay out of their conversation. Bobby backs down, standing beside Logan.

"The mission," Kitty mutters, "Emma, you ruined _my_ mission!" Standing up, Kitty puts herself at eye level with Emma—which involves Kitty rising on her tip toes to compensate for the fact that Emma is taller than she is. "She's gonna blow," Bobby tells Logan, who straightens and begins to pay attention to the two woman. "This was my chance, and _you_ ruined it!" She shoves Emma to the ground, and Emma immediately counters with a mental pulse, knocking Kitty off her tip toes and causing her to land on the bed behind her. Logan steps between the two as Emma begins to mount another mental attack, Kitty quick to lunge.

"Knock it off!" he shouts. The two stand down; being scolded is never a good feeling, no matter what your age. "You two need to get over yourselves," Logan demands. "She needs to get over herself," Kitty mutters, who which Logan replies with a glare. "If you both want this to work out, you have to learn to put all your grudges aside." "Says you," Emma sneers. "You're the loner, the one who always keep people—his own teammates—at arms length." "This has nothing to do with me," Logan says, brushing off Emma's attack. "You two have to work together, so learn to get along. Kitty, I know things aren't going the way you planned they would, but you have to learn how to adapt. Emma, you need to be forthcoming with your information, and you two need to work something out. Bobby and I are gonna keep an eye out for Spiderman, and you two need to sit here and work a new plan of attack."

Logan breaks away from the center of the argument, Bobby following close behind. "You know he's right," Emma says, brushing herself off as she rises from the ground. "Yeah, I know," Kitty reluctantly agrees. As she removes any microscopic aspect of dirt from her all-white outfit, Emma is hit in the head by a fluffy pillow. Emma turns towards the teen and gapes; "Sorry, now that that's out of my system, let's find a new way to deal with this."

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A/N: Worth the wait?


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